Can a minority director voice dissenting opinions to the owners?

British government explained Note 94: The Doctrine of "Cabinet Irresponsibility" One of the central rules of our system of Cabinet government is that once the Cabinet has discussed and agreed on a policy, all the members who feel that their own views had not won the argument should immediately rush out to brief members of the media. They may suggest that the Cabinet colleagues with whom they have just disagreed are "fools", self-serving idiots" and irresponsible morons". Those they are describing in these terms should then brief the same journalists by anonymously describing their detractors as "irresponsible morons", "self-serving idiots" and "Boris Johnson" (surely only destabilizing the prime minister in the hope of succeeding her"?) Under this key principle of modern Cabinet practice, no minister is expected to take responsibility for anything, above all for trying sensibly to run the country. —Private Eye

The principle of board confidentiality, where a condo director finds themselves in a conflict of interests and he or she has to decide who is owed their loyalty. Is it to the majority of the directors or to the owners who elected him?

Here is a question that was published in the Toronto Star.

Toronto Star
By GERRY HYMAN Condo Law Columnist
19 August 2017

Question
I believe our property manager is in breach of a code of ethics that’s been required by his management company. Those breaches including manipulating board decisions, telling residents about comments made by other directors and being vindictive toward anyone who criticizes him. The other board members refuse to acknowledge the issues. Can I notify the owners directly or complain to the management company without the consent of the board?

Answer
Since the other directors do not agree with you, taking action on your own is unwise. Contacting the owners about the conduct of the manager should be a function of the board, even if some of your opinions are based upon information that came to you as a unit owner and not as a director.

Contacting the management company with a request that it take action is also a function of the board.

My comments
This director is naive. The majority of directors are content enough with the manager's actions and I am sure that at election time, the property manager is their campaign manager.

The management company will only get involved if they feel that the manager's actions are threatening their contract.

So what should the director do? Three possibilities:
1. Insist on recorded votes be taken at board meetings on important issues.
2. Build a slate to gain control of the board at the next AGM.
3. Resign from the board and inform the owners why.
—CondoMadness


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